CONTRIBUTION OF CSG ASSETS TO COMPANY Sample Clauses

CONTRIBUTION OF CSG ASSETS TO COMPANY. Immediately prior to the Effective Time (as hereinafter defined), the Seller shall transfer, assign and deliver to the Company, and the Company shall accept and receive from the Seller, all right, title and interest of the Seller, free and clear of all Liens, other than as specified on Exhibit 1.1A or in the Disclosure Letter (as hereinafter defined), in and to those tangible and intangible rights, properties and assets set forth on Exhibit 1.1A hereto (the "Assets"). Immediately prior to the Effective Time, the Certificate of Incorporation of the Company shall be in the form of Exhibit 1.1B hereto, and the By-Laws of the Company shall be in the form of Exhibit 1.1C hereto. The Company shall assume from the Seller all of its obligations under the contracts, commitments and undertakings which are specifically identified on Exhibit 1.1A as Contracts (the "Contracts"). Other than the Company's obligations under the Contracts, the Company shall assume and agree to perform or discharge, when and as due, only those obligations, claims and liabilities described on Exhibit 1.1D hereto (the "Assumed Liabilities"). Exhibit 1.1D sets forth all employees and consultants of the Seller that are realted to CSG and the Business and who will become employees and consultants of the Company. As part of the same transaction, the Company and the Seller shall enter into a Corporate Services Agreement mutually agreeable in form and substance to the Seller and the Investors. Such Corporate Services Agreement shall specify that the Seller provide the Company with certain tax, accounting, legal, logistics, shipping, receiving, storage, warehousing, inventory management, transportation, repair, field support, maintenance, purchasing, payroll, information services, human resources and other services (consistent with Past Practices and the provision of all services and other items provided by the Seller to CSG immediately prior to the date hereof) for a period extending for 3 months after the date of the Closing. The consideration to be provided by the Company shall be based on the level of use of services and market rates for similar services. Such Corporate Services Agreement shall allow for termination by the Company with respect to any services or part thereof upon 30 days prior notice to the Seller. Holdco shall use reasonable efforts to become independent of the Seller with respect to such services within 30 days of the Closing. The Corporate Services Agreement also will provide...
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Related to CONTRIBUTION OF CSG ASSETS TO COMPANY

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Allocation of CDSCS (1) CDSCS RELATED TO THE REDEMPTION OF COMMISSION SHARES OTHER THAN OMNIBUS SHARES: CDSCs in respect of the redemption of Commission Shares which are not Omnibus Shares shall be allocated to PSI or Successor Distributor depending upon whether the related redeemed Commission Share is attributable to PSI or Successor Distributor, as the case may be, in accordance with Part I above.

  • No Claim Regarding Stock Ownership or Sale Proceeds There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

  • Limitations Pertaining to Capital Contributions 5.2.1: Except as otherwise specifically provided in this Agreement, or as otherwise provided by law, no Member shall have the right to withdraw from the Company or to demand or receive a return of his capital without the consent of the Manager. Upon return of any Capital Contributions, no Member shall have the right to receive property other than cash except as may be specifically provided herein.

  • Return of Contributions The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Defined Contribution Plan A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.

  • Contributions to Capital (a) The minimum initial contribution of each Member to the capital of the Company shall be $75,000, subject to the discretion of the Manager to accept initial investments in lesser amounts. The amount of the initial contribution of each Member shall be recorded on the books and records of the Company upon acceptance as a contribution to the capital of the Company. The Directors shall not be entitled to make voluntary contributions of capital to the Company as Directors of the Company, but may make voluntary contributions to the capital of the Company as Members.

  • Rollover Contributions An amount which qualifies as a rollover contribution pursuant to the Federal Internal Revenue Code may be transferred to and paid under this contract as a contribution for a Participant. Prudential may require proof that the amount paid so qualifies.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

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